MEMPHIS, Tenn., June 25, 2018 /PRNewswire/ -- EdR (NYSE: EDR),
one of the nation's largest developers, owners and managers of
high-quality collegiate housing communities, today announced that
it has entered into a definitive merger agreement to be acquired by
a newly-formed, perpetual-life
fund, Greystar Student Housing Growth and Income Fund, LP
("GEdR"), an affiliate of Greystar Real Estate Partners, in an
all-cash transaction valued at approximately $4.6 billion, including debt to be assumed or
refinanced.
Under the terms of the merger agreement, which was unanimously
approved by EdR's Board of Directors, EdR's stockholders will
receive $41.50 per share in cash.
This represents a premium of 26.3 percent over the 90-day
volume-weighted average share price ending May 31, 2018 and a premium of 13.6 percent over
the May 31, 2018 closing share price,
the last trading day prior to news stories speculating about the
possible sale of EdR.
"For more than 50 years, EdR has been a pioneer in the student
housing industry, partnering with some of America's most
prestigious universities to enhance and transform their campus
housing and achieve their student success goals," said Randy Churchey, EdR's Chief Executive Officer
and Chairman of the Board of Directors. "As a public company, one
of our priorities is to maximize stockholder value and we believe
this transaction with Greystar accomplishes that goal. We are
certain today's announcement is in the best interest of all of
EdR's stakeholders, including university partners, employees and
stockholders."
Churchey added, "Since the current EdR management team took over
on January 1, 2010 -- and including
this transaction -- EdR stockholders will have received a total
stockholder return of 293%1, which ranks in the top
quartile of all public U.S. equity REITs in existence during that
time period2."
"We are pleased to partner with a group of world-class investors
to acquire one of the nation's best student housing operators and
developers. EdR has one of the highest quality and best located
student housing portfolios in the U.S., and it will seed Greystar's
newly formed flagship student housing-focused
perpetual-life fund. We are
excited to capitalize on our significant scale and experience to
enhance the platform's performance and value over the long term,"
said Bob Faith, the Founder,
Chairman and Chief Executive Officer of Greystar. "EdR's ONE Plan
on-campus platform is an integral component that drove our interest
and we are excited about the continued on-campus growth
opportunities it provides. Combined, we will leverage our
expertise, vision and financial strength to serve our current
university partners as well as further expand our global student
housing footprint. We believe in the long-term fundamentals
supporting the sector and will continue to seek out opportunities
to invest in student housing."
The transaction, which is currently expected to close in the
second half of 2018, is subject to customary closing conditions,
including the approval of EdR's stockholders, who will vote on the
transaction at a special meeting on a date to be announced. The
transaction is not contingent on receipt of financing by
Greystar.
In conjunction with the above transaction and subject to normal
closing conditions, a joint venture between an affiliate of Blackstone Real Estate
Income Trust, Inc. ("BREIT") and an
affiliate of Greystar will acquire a portfolio of
off-campus student housing assets, which are located adjacent to
top-tier university campuses. The newly combined Greystar/EdR team
will continue to manage the assets. BREIT is a
perpetual-life, monthly NAV REIT that, pro forma for this
transaction, will own an approximately $10
billion portfolio of stabilized, income generating real
estate concentrated in U.S. markets with attractive growth as well
as real estate debt securities.
Under the Merger Agreement, EdR will discontinue its regular
quarterly dividends. However, if the transaction is completed after
October 15, 2018, EdR stockholders
will receive a per diem amount of approximately $0.00435 per share for each day from October 15, 2018 until (but not including) the
closing date.
BofA Merrill Lynch is serving as exclusive financial advisor,
and Morrison & Foerster LLP and Venable LLP are serving as
legal advisors to EdR. J.P. Morgan Securities LLC is serving as
exclusive financial advisor, and Hogan Lovells US LLP and King
& Spalding are serving as legal advisors, to Greystar.
JPMorgan Chase Bank, N.A. has provided a commitment letter to
Greystar's newly formed fund for debt financing for the transaction
upon the terms and conditions set forth in such letter.
Citigroup Global Markets Inc. and TSB Capital Advisors are
acting as financial advisors
to BREIT, and Simpson Thacher & Bartlett LLP is acting as legal
advisor to BREIT.
As a result of today's announcement, EdR does not expect to
issue a second quarter earnings release or host a conference call
and webcast to discuss its financial results for the quarter ended
June 30, 2018.
1 Calculated based on SNL share price and dividend
data and including dividend reinvestment and adjusted for EdR's 3
for 1 reverse stock split in 2014.
2 Based on SNL data for all publicly traded REITs that
have been in existence from January 1,
2010 to the date of this release.
About EdR
EdR (NYSE: EDR) is one of America's largest owners, developers
and managers of collegiate housing. EdR is a self-administered and
self-managed real estate investment trust that owns or manages 79
communities with more than 42,300 beds serving 50 universities in
25 states. EdR is a member of the Russell 2000 Index, the S&P
MidCap 400 and the Morgan Stanley REIT indices. For details, please
visit EdR's Web site at www.EdRtrust.com.
About Greystar
Greystar is a leading, fully integrated real estate company
offering expertise in investment management, development, and
property management of rental housing properties globally.
Headquartered in Charleston, South
Carolina, with offices throughout the United States, Europe, Latin
America, and Asia-Pacific,
Greystar is the largest operator of apartments in the United States, managing more than 435,000
conventional units and student beds in over 150 markets globally.
Greystar also has a robust institutional investment management
platform dedicated to managing capital on behalf of a global
network of institutional investors with nearly $26 billion in gross assets under management
including more than $9.7 billion of
developments underway. With approximately $6
billion in student housing assets under management, Greystar
is the 10th largest student housing operator in
the United States, the largest
student housing operator in Spain,
and the 3rd largest owner of student housing assets in
the United Kingdom with a growing
presence across Europe. Greystar
was founded by Bob Faith in 1993
with the intent to become a provider of world class service in the
rental housing real estate business. To learn more about Greystar,
visit www.greystar.com.
About BREIT
Blackstone Real Estate Income Trust, Inc. is a perpetual-life,
monthly NAV REIT that seeks to invest in stabilized,
income-generating U.S. commercial real estate across the key
property types, including multifamily, industrial, retail and hotel
assets, and to a lesser extent in real estate-related
securities. BREIT is externally managed by BX REIT Advisors
L.L.C., a subsidiary of Blackstone (NYSE: BX). Further
information is available at www.breit.com.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction
involving EdR. In connection with the proposed merger, EdR will
file relevant materials with the U.S. Securities and Exchange
Commission (the "SEC"), including a proxy statement on Schedule 14A
(the "Proxy Statement"). This communication is not a substitute for
the Proxy Statement or for any other document that EdR may file
with the SEC and send to EdR's stockholders in connection with the
proposed transactions. INVESTORS AND SECURITY HOLDERS OF EDR ARE
URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the Proxy
Statement and other documents filed by EdR with the SEC through the
website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by EdR with the SEC will be available
free of charge on EdR's website at www.EdRtrust.com,
or by contacting EdR's Investor Relations Department.
EdR and its directors and certain of its executive officers
may be considered participants in the solicitation of proxies with
respect to the proposed transactions under the rules of the SEC.
Information about the trustees and executive officers of EdR is set
forth in its Annual Report on Form 10-K for the year ended
December 31, 2017, which was filed
with the SEC on February 27, 2018,
its proxy statement for its 2018 annual meeting of stockholders,
which was filed with the SEC on April 29,
2018 and other filings filed with the SEC. Additional
information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, will also be included in the Proxy
Statement and other relevant materials to be filed with the SEC
when they become available.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements in this press release regarding the
proposed merger transaction involving EdR, including any statements
regarding the expected timetable for completing the transaction,
benefits of the transaction, future opportunities for EdR, and any
other statements regarding EdR's future expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are
often, but not always, made through the use of words or phrases
such as "believe," "expect," "anticipate," "should," "planned,"
"will," "may," "intend," "estimated," "aim," "on track," "target,"
"opportunity," "tentative," "positioning," "designed," "create,"
"predict," "project," "seek," "would," "could", "potential,"
"continue," "ongoing," "upside," "increases," and "potential," and
similar expressions. All such forward-looking statements involve
estimates and assumptions that are subject to risks, uncertainties
and other factors that could cause actual results to differ
materially from the results expressed in the statements. Although
we believe the expectations reflected in any forward-looking
statements are based on reasonable assumptions, we can give no
assurance that our expectations will be attained and therefore,
actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. Some of
the factors that may affect outcomes and results include, but are
not limited to: (i) risks associated with EdR's ability to obtain
the stockholder approval required to consummate the merger and the
timing of the closing of the merger, including the risks that a
condition to closing would not be satisfied within the expected
timeframe or at all or that the closing of the merger will not
occur, (ii) the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger
agreement, (iii) unanticipated difficulties or expenditures
relating to the transaction, the response of universities, business
partners and competitors to the announcement of the transaction,
and/or potential difficulties in employee retention as a result of
the announcement and pendency of the transaction, (iv) changes
affecting the real estate industry and changes in financial
markets, interest rates and foreign currency exchange rates, (v)
increased or unanticipated competition for EdR's properties, (vi)
risks associated with acquisitions, (vii) maintenance of real
estate investment trust ("REIT") status, (viii) availability of
financing and capital, (ix) changes in demand for developed
properties, (x) national, international, regional and local
economic climates, and (xi) those additional risks and factors
discussed in reports filed with the SEC by EdR from time to time,
including those discussed under the heading "Risk Factors" in its
most recently filed reports on Form 10-K and 10-Q. EdR undertakes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should not place undue reliance upon forward-looking
statements.
EdR Contacts:
J. Drew
Koester, Senior Vice President, Capital Markets and Investor
Relations
dkoester@edrtrust.com
Dawn Ray, Vice President,
Corporate Communications and Marketing
dray@edrtrust.com
Greystar Contacts:
Liza
Kunkel – Greystar Public Affairs
Liza.Kunkel@Greystar.com
Adam Pillay – Greystar Investor
Relations
Adam.Pillay@greystar.com
Blackstone Contact:
Paula
Chirhart, Senior Vice President, Public Affairs
Paula.chirhart@blackstone.com
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